Welcome to our dedicated page for Caris Life Sciences SEC filings (Ticker: CAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Caris Life Sciences, Inc. (NASDAQ: CAI) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a Texas corporation with Commission File Number 001-42706, Caris uses current reports on Form 8-K and other SEC filings to communicate information about financial results, corporate governance changes and other material events.
Recent 8-K filings from Caris Life Sciences have furnished press releases announcing quarterly financial results, including revenue from molecular profiling services and pharma research and developmental services, as well as clinical therapy selection case volumes. Another 8-K describes an amendment and restatement of the company’s bylaws, including a provision specifying the minimum beneficial ownership threshold required for shareholders to institute or maintain a derivative proceeding under Texas law.
On this page, users can review CAI filings such as Form 8-K, and, as they become available, annual reports on Form 10-K, quarterly reports on Form 10-Q, and other documents that detail Caris’ business, risk factors, financial condition and governance matters. These filings complement the company’s press releases by providing formal, structured disclosures for investors and analysts.
Stock Titan enhances access to these documents with tools designed to help readers navigate and interpret complex SEC materials. Users can monitor new CAI filings as they are posted to the EDGAR system and use AI-powered summaries to understand key points in lengthy reports, including discussions of molecular profiling operations, precision oncology initiatives, and corporate policies referenced in Caris Life Sciences’ regulatory disclosures.
Form 4 snapshot: On 06/20/2025 several affiliated reporting persons – J.H. Whitney VI L.P., its general partner J.H. Whitney Equity Partners VI, LLC, and managing members Paul R. Vigano & Robert M. Williams Jr. – reported a Code C conversion of derivative securities in Caris Life Sciences, Inc. (symbol CAI).
Key transaction details
- Derivative security: 50,067,334 shares of Series A Preferred Stock.
- Conversion ratio: 1 preferred share → 0.25 common shares (per footnote 1).
- Common shares received: 12,516,834 shares (Table I – marked “A” for acquired).
- Price: $0 – routine conversion connected with the issuer’s initial public offering, not an open-market purchase or sale.
Following the conversion the reporting persons now beneficially own 20,256,615 common shares, all held indirectly through J.H. Whitney VI L.P. (Table I, Column 5 & Column 6). Table II shows zero derivative securities remaining for these insiders, eliminating a layer of preferred equity from their ownership stack.
The filing confirms that each entity/person remains a 10%+ owner; no director or officer positions are disclosed. Because the transaction was a mandatory conversion tied to the IPO close, it does not reflect a discretionary investment decision but does increase the publicly-reported common share float.
Caris Life Sciences, Inc. (CAI) – Form 4 insider transaction summary
Senior Vice President, General Counsel and Secretary J. Russel Denton reported several equity transactions between 3 March 2025 and 20 June 2025.
- 03 Mar 2025 – Disposal: 238,230 common shares were surrendered to the issuer at an implied $18.60 per share to repay an outstanding promissory note (non-open-market).
- 18 Jun 2025 – RSU grant: 99,321 restricted stock units were awarded at no cost; vesting follows the grant agreement. After this award, Denton’s direct holdings rose to 116,091 shares.
- 20 Jun 2025 – Open-market purchase: 7,500 common shares were bought at $21.00 per share, increasing direct ownership to 123,591 shares.
- Indirect holdings: An additional 5,000 shares are held through a trust.
- Option grant: On 03 Mar 2025 Denton received 255,000 stock options with a $18.60 strike price, expiring 03 Mar 2035. Vesting: 60 % at grant, 20 % on 1 Sep 2025, 20 % on 1 Sep 2026.
Taking the reverse 1-for-4 stock split (effective 1 Jun 2025) into account, Denton’s current beneficial ownership stands at 123,591 direct and 5,000 indirect common shares, plus 255,000 vested/unvested options.
The filing shows a net reduction of 131,409 direct shares compared with the 238,230 surrendered, partially offset by the RSU grant and open-market purchase. The promissory-note repayment suggests a non-discretionary reason for the large disposal, while the subsequent personal purchase signals some confidence in the company’s prospects.
Form 4 highlights for Caris Life Sciences, Inc. (CAI): Founder, Chairman and CEO David D. Halbert – together with investment vehicle Caris Halbert, L.P. – reported multiple equity transactions surrounding the company’s initial public offering (IPO) and a 1-for-4 reverse stock split effected 1 June 2025.
Key common-stock activity
- 03 Mar 2025: Award of 360,750 restricted stock units (RSUs) at no cost; direct holdings rose to 2,023,250 shares.
- 18 Jun 2025: Award of 413,839 RSUs; direct holdings rose to 2,437,089 shares.
- 20 Jun 2025: Automatic conversion of preferred shares into 104,761,535 common shares (Code C) upon IPO closing; holdings recorded as indirect.
Derivative securities
- Series A Preferred (389,416,484 shares) and Series B Preferred (29,629,630 shares) converted at $0 exercise price for 97,354,127 and 7,407,408 common shares, respectively. Post-conversion, no preferred remains outstanding for the filer.
Post-transaction ownership
- Total beneficial ownership: ≈121.0 million common shares (2.44 million direct; 118.6 million indirect across Caris Halbert L.P., ADAPT I Ltd., Carisome I L.P., and other affiliates).
- Halbert remains a Director, 10% owner, and CEO; retains voting control via affiliated entities.
Implications for investors: The conversion collapses the preferred layer, simplifying the capital structure ahead of public trading and clarifying the insider’s sizeable stake. RSU grants strengthen incentive alignment but add marginal dilution. Concentrated insider ownership (>10%) may influence governance and float dynamics post-IPO.
Form 4 overview: Caris Life Sciences, Inc. (ticker CAI) received a Form 4 jointly filed by 10% owners ADAPT I Ltd. and Carisome I, L.P. reflecting an internal capital-structure event dated 20 June 2025.
Key transaction: On 06/20/2025 the holders converted Series A Preferred Stock into 3,500,003 shares of common stock (transaction code “C”). The filing lists a conversion price of $0, confirming the shares were issued automatically, not purchased on the open market.
- Conversion ratio: each preferred share → 0.25 common shares (Footnote 1)
- Shares acquired: 3,500,003 (all classified “A” for acquired)
- Post-transaction common shares beneficially owned: 16,943,232
Ownership structure: Footnote 2 breaks the holdings into 8,528,805 shares held by ADAPT I Ltd. and 8,414,427 shares held by Carisome I, L.P. Both entities are controlled via separate family trusts for which David D. Halbert serves as trustee; Halbert disclaims beneficial ownership beyond his pecuniary interest.
Capital-structure implications: The automatic conversion occurred “upon the closing of the initial public offering” of CAI common stock, indicating that all outstanding Series A Preferred shares held by these entities are now common equity (Footnote 3). No derivative securities remain in their indirect ownership following the conversion.
Material takeaways for investors: • Preferred-to-common conversion simplifies the equity stack after the IPO. • Insider collective ownership stands at roughly 17 million shares, highlighting continued significant influence by Halbert-controlled vehicles. • No open-market buying or selling occurred, so the filing is primarily informational rather than indicative of valuation views.
SEC Form 4 Overview: The filing discloses two reportable events for Director Peter M. Castleman at Caris Life Sciences, Inc. (ticker CAI).
Event 1 – 27 Feb 2025: Castleman received 16,129 restricted stock units (RSUs) that vest per the grant agreement and a fully-vested option to purchase 2,500 common shares at an exercise price of $18.60. These awards reflect a 1-for-4 reverse stock split effective 1 Jun 2025.
Event 2 – 20 Jun 2025: Following the company’s initial public offering, 40,983,607 shares of Series A preferred stock automatically converted into 10,245,906 common shares (0.25 conversion ratio). The shares are held indirectly through CLS-PF-SPE, LLC, an entity Mr. Castleman manages.
Post-transaction ownership:
- Direct: 16,129 common shares and 2,500 stock options.
- Indirect: 10,270,906 common shares (10,245,906 via CLS-PF-SPE, LLC and 100,000 via a family trust).
Key facts: • No dispositions occurred; all transactions were awards or mandatory conversions at $0 consideration. • Castleman retains voting and investment power over the CLS-PF-SPE, LLC position but disclaims beneficial ownership beyond his pecuniary interest. • The conversion confirms completion of CAI’s IPO and the related capital-structure transition.
Caris Life Sciences, Inc. (CAI) – Form 4 insider transaction
The filing reports two transactions by Brian J. Brille, Vice-Chairman, Executive Vice President and Director of Caris Life Sciences:
- 18 Jun 2025: Award of 132,428 restricted stock units (RSUs). RSUs were granted at no cost and will vest according to the grant agreement. Following the award, Brille’s direct holdings increased by the same amount.
- 20 Jun 2025: Open-market purchase of 30,000 common shares at $21.00 per share, indicating a personal cash outlay of approximately $630,000.
After the reported transactions:
- Direct ownership: 162,428 common shares.
- Indirect ownership: 500,000 common shares held through trusts (Brille disclaims beneficial ownership beyond his pecuniary interest).
No derivative securities were reported, and no dispositions took place. The filing confirms that Brille remains subject to Section 16 reporting obligations. The purchase was not flagged as a Rule 10b5-1 transaction, suggesting it was discretionary.
Investor takeaway: A sizeable open-market buy combined with a large RSU grant increases Brille’s economic exposure to CAI, which market participants often interpret as a sign of insider confidence in the company’s prospects. However, the filing provides no additional operational or financial data that would allow an assessment of fundamental performance.
Form 4 Overview: The filing discloses that TSSP Sub-Fund HoldCo LLC and Alan Waxman (together with several Sixth Street–affiliated LLCs) reported multiple conversions of preferred shares and cashless warrant exercises into Caris Life Sciences, Inc. (CAI) common stock on 20 June 2025, immediately prior to and in connection with the company’s initial public offering (IPO).
Key Share Movements
- Series C Preferred – 6.88 million, 15.53 million, 13.98 million and 1.92 million shares converted across four LLC vehicles, yielding a total of 9.57 million CAI common shares.
- Series D Preferred – 1.24 million and 23.57 million shares converted, creating 10.63 million common shares.
- 2018 Warrants – Cashless exercise of 13.01 million and 0.68 million warrants produced 2.37 million common shares.
- 2020 Warrants – Cashless exercise of 10.83 million and 0.57 million warrants produced 1.80 million common shares.
Post-Transaction Holdings: Following the transactions, the reporting entities disclose beneficial ownership of more than 28 million CAI common shares, all held indirectly through various Sixth Street–managed vehicles (Barnett Equity Holdings I & II, TAO Barnett Investments, TOP III Barnett Investments, and Sixth Street Specialty Lending, Inc.). Ownership is classified as “Indirect (I)” for each security.
Context & Implications: These changes are a mechanical conversion tied to the IPO rather than open-market buying or selling. While they do not inject new capital, they reveal significant insider equity stakes that will enter the public float post-listing, signalling alignment with minority shareholders. Conversely, the sizeable issuance may add dilution risk considerations for prospective investors.